{"id":43689,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-legal-research-center-inc-the-law2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-legal-research-center-inc-the-law2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-legal-research-center-inc-the-law2.html","title":{"rendered":"Stock Purchase Agreement &#8211; Legal Research Center Inc., The Law Office Inc., Gordon and Sydney Jones, and William and Lorie Harris"},"content":{"rendered":"<pre>\n                            STOCK PURCHASE AGREEMENT\n\n\n     THIS STOCK PURCHASE AGREEMENT (the 'Agreement') is made as of the 31st day\nof January, 1996 by and among LEGAL RESEARCH CENTER, INC., a Minnesota\ncorporation whose address is 700 Midland Square, 331 Second Avenue South,\nMinneapolis, Minnesota 55401 ('LRC' or 'Buyer'), and THE LAW OFFICE, INC., a\nWashington corporation whose address is 2825 Eastlake Avenue East, Suite 205,\nSeattle, Washington 98102 (the 'Company') GORDON AND SYDNEY JONES, an individual\nwhose address is 2236 Yale Avenue East, Unit B, Seattle, Washington 98102  (the\n'Joneses'), and WILLIAM AND LORIE HARRIS, individuals whose address is 11251\nArroyo Beach Place Southwest, Seattle, Washington 98146  (the 'Harrises').  The\nJoneses and the Harrises are collectively referred to herein as 'Sellers.'  The\nJoneses, the Harrises and the Company are collectively referred to herein as\n'Selling Parties.'\n\n                                    RECITALS:\n\n     WHEREAS, the Joneses, on the one hand, and the Harrises, on the other, each\nown 25 shares (50 shares in the aggregate, the 'Shares') of the outstanding\nCommon Stock, no par value, of the Company; and\n\n     WHEREAS, Buyer is willing to purchase from Sellers, and each of Sellers are\nwilling to sell to Buyer, the Shares for the consideration specified and subject\nto the terms, conditions and provisions hereinafter set forth.\n\n     NOW, THEREFORE, in consideration of the premises and the mutual promises\nherein made, and in consideration of the representations, warranties, and\ncovenants herein contained, the Parties agree as follows.\n\n                                    ARTICLE I\n                           PURCHASE AND SALE OF SHARES\n\n     1.1  SALE AND TRANSFER OF SHARES.  Subject to the terms and conditions set\nforth in this  Agreement, on the Closing Date (as defined in Section 8.1 below),\nSellers will transfer and convey the Shares to Buyer, and Buyer will acquire the\nShares from Sellers.\n\n     1.2  CONSIDERATION FROM BUYER AT EXECUTION\/CLOSING. As payment for the\ntransfer of the Shares from Sellers to Buyer, Buyer shall pay to each of The\nJoneses and the Harrises as follows:\n\n     (i)  LRC STOCK.  Sixty Thousand (60,000) shares of its fully paid and non-\n     assessable Common Stock (120,000 shares in the aggregate), payable at\n     Closing.\n\n     (ii) LRC STOCK OPTIONS.  Immediately exercisable stock options to purchase\n     50,000 shares of LRC Common Stock (100,000 shares in the aggregate).  The\n     Options will be exercisable for a period commencing immediately and ending\n     three years from the date of grant, in whole or in part from time to time\n     at any\n\n\n                                                                               1\n\n\n\n\n     time throughout the option period at the closing high bid price for LRC\n     Common Stock as reported on the Nasdaq SmallCap Market for the date of the\n     Letter of Intent (December 14, 1995), which was $3.50.\n\n     (iii)     CASH.  Twenty-five Thousand Dollars ($25,000) cash ($50,000 in\n     the aggregate), payable upon execution of this Agreement.\n\n\n                                   ARTICLE II\n                    REPRESENTATIONS AND WARRANTIES OF COMPANY\n\n     Company represents and warrants that:\n\n     2.1  ORGANIZATION AND QUALIFICATION.  The Company is a corporation duly\norganized, validly existing and in good standing under the laws of the State of\nWashington and has all necessary corporate power to own its properties and to\noperate its business as now owned and operated by it; and neither the ownership\nof its properties nor the nature of its business requires the Company to be\nqualified in any jurisdiction other than the State of Washington.\n\n     2.2  FINANCIAL STATEMENTS.  Exhibit 2.2 to this Agreement sets forth the\nunaudited balance sheets and related statements of income and retained earnings\nof the Company, as of December 31, 1995. The March 31, 1996 statements shall be\nattached prior to closing.  Each of the foregoing financial statements has\nbeen\/will be prepared on a consistent basis throughout the periods indicated and\nfairly present the financial position as of the respective dates of the balance\nsheets included and the results of operations for the respective periods\nindicated.  The Company has no debt, liability or obligation of any nature,\nwhether accrued, absolute, contingent or otherwise, and whether due or to become\ndue, that is not reflected in the financial statements attached as Exhibit 2.2.\n\n     2.3  ABSENCE OF SPECIFIC CHANGES.  Since December 31, 1995, there have not\nbeen any:\n\n          (a)  transactions by the Company outside the ordinary course of\n               business as conducted on that date;\n\n          (b)  capital expenditures by the Company exceeding $5000 except for\n               tradeshow booth of approximately $17,000;\n\n          (c)  material adverse change in the financial condition, liabilities,\n               assets, business or prospects of the Company;\n\n          (d)  significant or material destruction, damage to or loss of any\n               asset of the Company:\n\n\n                                                                               2\n\n\n\n\n          (e)  labor trouble including but not limited to charges of unfair\n               labor practices,  grievances filed under any collective\n               bargaining agreement, arbitration awards, EEOC charges, state\n               employment discrimination charges, OSHA compliance issues,\n               wrongful discharge claims or other event or condition of any\n               character which would materially affect the financial condition,\n               business, assets, or prospects of the Company's business;\n\n          (f)  changes in accounting methods or practices;\n\n          (g)  sale or transfer of any asset of the Company, except in the\n               ordinary course of business or used as a trade on purchase of new\n               equipment;\n\n          (h)  amendment or termination of any contract, agreement or license,\n               except in the ordinary course of business and all of such\n               amendments or terminations in the ordinary course of business are\n               identified on exhibits hereto;\n\n          (i)  mortgages, pledges or other encumbrances upon any asset of the\n               Company;\n\n          (j)  agreement by any of the Selling Parties to do any of the\n               foregoing; or\n\n          (k)  payment of any dividends or distributions.\n\n     2.4    TAX RETURNS AND AUDITS.  Within the time and manner prescribed by\nlaw, the Company has filed all federal, state and local tax returns required by\nlaw and has paid all taxes, assessments and penalties due and payable.  The\ncharges, accruals and reserves which have been made by the Company in respect to\nfederal, state, county, local and foreign taxes, including, but not limited to\nany sales taxes, are adequate to cover the payment of the taxes accrued and\nunpaid for all periods through and including the last day prior to the Closing\nDate, whether or not disputed.  The Company is not a party to any pending action\nor proceeding, nor is any such action or proceeding threatened by any government\nauthority, for the assessment or collection of any taxes, interest, assessment\nor deficiencies and no claims for assessment or collection of any taxes has been\nasserted against the Company.\n\n     2.5    TANGIBLE PERSONAL PROPERTY.  Except as stated in Exhibit 2.5,\nattached hereto, no personal property used by the Company in connection with its\nbusiness is held under any lease, security agreement, conditional sales\ncontract, or other title retention or security agreement, or is located other\nthan in the possession of the Company at its place of business specified in\nSection 15.6 below or delivered at Closing (with respect to certain back-up\nrecords of the Company).\n\n\n                                                                               3\n\n\n\n\n     2.6  ACCOUNTS RECEIVABLE.  Exhibit 2.6 to this Agreement is a complete and\naccurate schedule of the accounts receivable of the Company as of the Date of\nClosing, together with an accurate aging of these accounts.  These accounts\nreceivable arose from valid transactions in the ordinary course of business. The\nCompany represents that, to its best knowledge, all the accounts receivable\nidentified in such Exhibit are collectible, are not disputed, and represent\nvalid obligations of the named account obligor.\n\n     2.7  TRADE NAMES, TRADEMARKS, COPYRIGHTS AND PATENTS.  All copyright,\ntrademark or trade name registrations, patents and all applications pending\nthereon, which are owned or used by the Company and all material trademark,\ntrade name, copyright, patent or know-how licenses granted by or to the Company\nare set forth on Exhibit 2.7 attached hereto together with all registration,\npatent numbers or other identification information with respect thereto. The\nCompany owns or possesses adequate rights to use all trademarks, trade names,\ncopyrights, patents, know-how and other proprietary information used or held for\nuse in connection with its business as currently being conducted and the\nvalidity and the rights thereto of the Company have not been questioned in any\nlitigation to which the Company or any affiliate is a party nor is any such\nlitigation threatened.  The Company has not infringed and\/or is not now\ninfringing, on any of the trade names, trademarks, service marks, copyrights, or\npatents belonging to any other person, firm, or corporation.\n\n     2.8  TITLE TO ASSETS.  Except as specified on Exhibit 2.8 hereof, the\nCompany has good and marketable title to all of its assets, whether real,\npersonal or mixed, tangible and intangible.  The assets are free and clear of\nrestrictions on or conditions to transfer or assignment, and free and clear of\nmortgages, liens, pledges, charges, encumbrances, conditions, restrictions, etc.\n\n     2.9  CUSTOMERS AND SALES.  Exhibit 2.9 to this Agreement is a correct and\ncurrent list of customers of the Company, together with summaries of the sales\nmade to each such customer during the Company's most recent fiscal year.  The\nCompany has no information, nor is aware of any facts, indicating that any of\nthese customers intend to cease doing business with the Company, or materially\nalter the amount of business that they are presently doing with the Company.\n\n     2.10   NO REGULATORY VIOLATION.  The Company has received no notice of any\nviolation of any law, order, rule, regulation, writ, injunction or decree of any\ngovernmental authority or court, domestic or foreign, and, to the best of the\nCompany's knowledge, there are no such violations.  In addition, the execution\nof this Agreement and the consummation of the transactions contemplated hereby\nwill not result  in any such violation.\n\n\n                                                                               4\n\n\n\n\n     2.11 PENDING LITIGATION.  There is no suit, action, arbitration or legal,\nadministrative or other proceeding or government investigation pending or\nthreatened against or affecting the Company's business, assets or financial\ncondition.\n\n     2.12 AUTHORITY AND CONSENT. The Company has the right, power, legal\ncapacity and authority to enter into, and perform its obligations under this\nAgreement.  All approvals and consents of any party necessary in connection with\nthis transaction have been obtained by the Company.  Sellers, together with\nBuyer, are the sole shareholders of the Company subject to the stock grant to\nJoe Giberson as reflected in exhibit 2.12.  The execution and delivery of this\nAgreement by the Company has been duly authorized by the Company's Board of\nDirectors and shareholders and constitutes a valid and binding agreement of\nSelling Parties, enforceable in accordance with its terms.\n\n     2.13   INTERESTS IN CUSTOMERS.  To the best of Selling Parties' knowledge,\nno officer or employee of the Company has a financial interest, either directly\nor indirectly, in any customer of the Company. Excepting that William Harris and\nLorie Harris have an ownership interest in and manage Brother Harris\nEnterprises, Inc. which has a relationship with the Company.\n\n     2.14 CONTRACT DOCUMENTS.  All agreements and contracts to which the Company\nis a party are scheduled and identified on Exhibit 2.14 attached hereto\n(collectively hereinafter referred to as 'Contract Documents').  Copies of the\nContract Documents shall be furnished by the Company to Buyer immediately upon\nits request.\n\n     2.15   SUPPLIERS.  All of the Company's suppliers or vendors are set forth\non Exhibit 2.15 attached hereto and the Company is not aware of any fact or\ncircumstance that would inhibit or prohibit such suppliers or vendors continuing\nto supply the Company on a similar ongoing basis subsequent to the Date of\nClosing.\n\n     2.16   EMPLOYMENT MATTERS.  Attached hereto as Exhibit 2.16(a) is a true\nand accurate list (the 'Employee List') of the names and addresses of all\nemployees of the Company together with employee's name, home address, job\nposition, rate of pay, date and amount of last salary increase, date of hire and\nsocial security number.  Exhibit 2.16(b) sets forth a description of all\nemployment and consulting agreements, executive compensation plans, deferred\ncompensation agreements, profit sharing plans, employee pension and other\nretirement plans, death benefit plans, sickness or disability plans, severance\nplans,  educational assistance plans, employee stock options or stock purchase\nplans and group life, health and accident insurance and other employee benefit\nplans, agreements, arrangements or commitments, whether or not legally binding,\nincluding without limitation fringe benefit programs or practices, holiday,\nvacation and other bonus practices, whether written or oral, and whether express\nor implied, to which the Company is or has been a party.\n\n     2.17 ENVIRONMENTAL AND SAFETY LAWS. The Company is not in violation of any\napplicable federal, state or local statute, law or regulation relating to\nenvironmental\n\n\n                                                                               5\n\n\n\n\nmatters or occupational health and safety matters, no expenditures are or will\nbe, as of the Date of Closing, required in order to comply with any such\nstatute, law or regulation relating to the Company's business.\n\n     2.18 SUBSIDIARIES.  The Company has no subsidiaries.\n\n     2.19 NO CONTRACTUAL VIOLATIONS.  Neither the execution of this Agreement\nnor the performance of Selling Parties' obligations pursuant hereto or the\nconsummation of the transactions contemplated hereby, will conflict with, or\nresult in a breach or violation of any of the terms or provisions of, or\nconstitute, or with the passage of time or the giving of notice constitute, a\ndefault under any indenture, mortgage, deed of trust, voting trust agreement,\nloan agreement, bond debenture, note agreement or other evidence of\nindebtedness, lease, contract or other agreement or instrument to which the\nCompany is a party, or by which it is bound, or the Company's Articles of\nIncorporation or Bylaws.\n\n     2.20 CAPITAL STRUCTURE.  The authorized capital stock of the Company\nconsists of 100 shares  of Common Stock, no par value, of which 75 shares are\nissued and outstanding subject to the stock grant to Joe Giberson as reflected\nin exhibit 2.12.  Twenty-five (25) shares, formerly owned by Gordon Jones, have\nbeen redeemed by the Company.  All outstanding shares are validly issued fully\npaid and non- assessable, and such shares have been issued in full compliance\nwith all federal and state securities laws.  There are no outstanding \nsubscriptions, options, rights, warrants, convertible securities, or other \nagreements or commitments obligating the Company to issue or to transfer any \nadditional shares of its capital stock of any class.\n\n     2.21      SELLERS' AUTHORITY.  Sellers have all requisite right, power,\nlegal capacity and authority to enter into and perform their obligations under\nthis Agreement.  All approvals and consents of any parties necessary in\nconnection with this transaction have been obtained by Sellers.\n\n     2.22 TITLE TO SHARES.  Sellers are the owners, beneficially and of record,\nof all of the Shares, free and clear of all liens, encumbrances, security\nagreements, equities, options, claims, charges and restrictions whatsoever.\n\n     2.23 REAL PROPERTY.  Except as set forth on Exhibit 2.23 to this Agreement,\nthe Company does not own or lease any real property.\n\n     2.24      COMPANY ACCOUNTS.  Exhibit 2.25 lists the names and addresses of\nall banks or other financial institutions in which the Company has an account,\ndeposit or safe deposit box, with the names of all persons authorized to draw on\nthese accounts or deposits or to have access to theses boxes.\n\n     2.25 FULL DISCLOSURE.  None of the representations and warranties made by\nany of the Selling Parties, or made in any certificate or memorandum furnished\nor to be\n\n\n                                                                               6\n\n\n\n\nfurnished pursuant to this Agreement,  contains or will contain any untrue\nstatement of a material fact, or omit any statement or fact the omission of\nwhich would be misleading.\n\n                                   ARTICLE III\n                     BUYER'S REPRESENTATIONS AND WARRANTIES\n\n     Buyer represents and warrants that:\n\n     3.1  ORGANIZATION.  Buyer is a corporation duly organized, existing and in\ngood standing under the laws of the State of Minnesota.  The execution and\ndelivery of this Agreement and the consummation of the transaction by Buyer have\nbeen duly authorized and no further corporate authorization is necessary on the\npart of Buyer.\n\n     3.2  FINANCING.  Buyer will make reasonable best efforts to obtain at least\n$1.5 million in debt or equity financing for the Company.\n\n                                   ARTICLE IV\n                      COMPANY'S OBLIGATIONS BEFORE CLOSING\n\n     The Company covenants that from the date of this Agreement (unless a\ndifferent date is indicated) until the Closing:\n\n     4.1  BUYER'S ACCESS TO PREMISES AND INFORMATION.  Buyer, its counsel, its\naccountants and other representatives shall have full access during normal\nbusiness hours to all properties, accounts, records, contracts and documents of\nor relating to the Company's business or as may be necessary to determine the\naccuracy of the Company's representations and warranties.  The Company shall\nfurnish or cause to be furnished to Buyer and its representatives all data and\ninformation concerning the business, finances and properties of the Company as\nBuyer shall reasonably request.  The Company shall provide Buyer with  copies of\nall of its Contract Documents and Trademark and Trade Name registrations within\n15 days of the date hereof.\n\n     4.2       CONDUCT OF BUSINESS IN NORMAL COURSE.  The Company will carry on\nits business and activities diligently and in substantially the same manner as\npreviously had been carried out and shall not make or institute any unusual or\nnovel business practice which varies from the methods used by the Company as of\nthe date hereof.  The Company shall not pay any dividend or other distribution\nwith respect to its stock nor any compensation, bonus or other consideration to\nits shareholders or employees other than salaries and benefits which are in\neffect as of December 31, 1995, subject to Exhibit 2.16(a).\n\n     4.3  PRESERVATION OF BUSINESS AND RELATIONSHIPS.  The Company will use its\nbest efforts to preserve its business intact and to preserve the present\nrelationships with its customers, suppliers and employees.\n\n     4.4  REPRESENTATIONS AND WARRANTIES AT CLOSING.  All representations and\n\n\n                                                                               7\n\n\n\n\nwarranties of Selling Parties set forth in this Agreement and any written\nstatements delivered to Buyer under this  Agreement will be true and correct as\nof the Date of Closing as if made on that date.\n\n     4.5  EXCLUSIVE DEALINGS.  The Company agrees that prior to the Date of\nClosing it shall not enter into or conduct any discussions, directly or\nindirectly, with any prospective purchaser, suitor or other entity interested in\nacquiring, merging with, consolidating or conducting any other type of business\ncombination with the Company or its assets, other than those conducted in the\nordinary course of business.\n\n     4.6  PROMPT ACTION.  Selling Parties will promptly take all action\nnecessary to complete the transactions contemplated by this Agreement.\n\n     4.7  CONFIDENTIALITY.  Selling Parties will treat this Agreement, and the\ntransactions contemplated hereby, as confidential, and will not issue any press\nrelease or otherwise provide any information regarding such transactions without\nthe prior written consent of Buyer.\n\n     4.8  CORPORATE MATTERS.  Except as contemplated by this Agreement, the\nCompany shall not (i) amend its Articles of Incorporation to Bylaws, (ii) issue\nany shares of its capital stock, (iii) issue or create any warrants,\nobligations, subscriptions, options, convertible securities or other commitments\nunder which any additional shares of its capital stock of any class might be\ndirectly or indirectly authorized, issued or transferred from treasury, or (iv)\nagree to do any of the acts listed above.\n\n     4.9  MAINTENANCE OF INSURANCE.   The Company does not carry insurance as of\nthe date of this Agreement.\n\n     4.10 PAYMENT OF LIABILITIES AND WAIVER OF CLAIMS.  The Company will not,\nother than in the ordinary course of business, pay any obligation or liability,\nfixed or contingent, or waive or compromise any right or claim, or cancel,\nwithout full payment, any note, loan or other obligation owning to it.\n\n     4.11 CONTRACT DOCUMENTS.  The Company will not modify, amend, cancel or\nterminate any of the Contract Documents, or agree to do any of the foregoing.\n\n                                    ARTICLE V\n                       BUYER'S OBLIGATIONS BEFORE CLOSING\n\n     5.1    COOPERATION IN SECURING CONSENTS OF THIRD PARTIES.  Buyer will use\nits best efforts to assist the Company in obtaining the consent of any necessary\nthird persons or agencies to the transaction contemplated hereby.\n\n\n                                                                               8\n\n\n\n\n                                   ARTICLE VI\n                   CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE\n\n     6.1  OBLIGATION TO PURCHASE.  The obligation of Buyer to purchase the\nShares and proceed pursuant to this Agreement are subject to the satisfaction at\nor before the Closing of all of the conditions set forth within this Agreement\nand within this Article.  Buyer may waive any or all of these conditions in in\nwhole or in part without prior notice, provided, however, that no such waiver of\na condition shall constitute a waiver by Buyer of any of the other rights or\nremedies, at law or in equity, if Selling Parties shall be in default of any of\nthe representations, warranties or covenants under this Agreement.\n\n     6.2  ACCURACY OR REPRESENTATIONS.  Except as otherwise permitted by this\nAgreement, all representations and warranties of the Selling Parties contained\nin this Agreement, or in any written statement, shall be true on and as of the\nDate of Closing as though made at such time.\n\n     6.3  SELLING PARTIES' PERFORMANCE.  Each of the Selling Parties shall have\nperformed, satisfied and complied with all of the terms and conditions of this\nAgreement.\n\n     6.4  NO ADVERSE CHANGE.  During the period from the date of execution until\nthe Date of Closing, there shall have been no material adverse change in the\nfinancial condition or business of the Company.\n\n     6.5  OPINION OF THE COMPANY'S COUNSEL.  Buyer shall have received from\ncounsel to the Company an opinion dated the Closing Date, in form and substance\nreasonably satisfactory to Buyer and its counsel.\n\n     6.6       ABSENCE OF LITIGATION.  No action, suit or proceeding before any\ncourt or government body, pertaining to the transaction contemplated by this\nAgreement or the Company, shall have been instituted or threatened on or before\nthe Date of Closing.\n\n     6.7       EMPLOYMENT AGREEMENTS.  The Company will have entered into\nemployment agreements with each of The Joneses and William Harris as described\nin Article IX hereof, which agreements will have non-compete provisions and\ncontain such other terms and conditions as Sellers and Buyer deem appropriate.\n\n     6.8       DUE DILIGENCE REVIEW.  Buyer and its representatives will\ncomplete a due diligence review of the Company within 30 days of the Execution\nof this Agreement in order to determine that all representations and warranties\nof Selling Parties relative to the Company are true and correct.\n\n     6.9  NO CHANGE IN STATUS OR CONDITION OF ASSETS.  There shall have been no\ncasualty or other material physical change in the condition of any of the assets\nof the Company and no proceeding in condemnation shall be pending with respect\nto any of the assets.\n\n\n                                                                               9\n\n\n\n\n     6.10 CONSENTS.  The Company having obtained the consents of any third\nparties necessary for consummation of this Agreement and the transactions\ncontemplated hereby.\n\n                                   ARTICLE VII\n                  CONDITIONS PRECEDENT TO SELLERS' PERFORMANCE\n\n     The obligations of the Sellers to consummate their obligations under this\nAgreement are subject to the satisfaction, on or before the Date of Closing, of\nall of the following conditions:\n\n     7.1  ACCURACY OF BUYER'S REPRESENTATIONS AND WARRANTIES.   All\nrepresentations and warranties of Buyer contained within this Agreement or in\nany written statement delivered by Buyer under this Agreement shall be true on\nand as of the Date of Closing as though such representations and warranties were\nmade on such date.\n\n     7.2  BUYER'S PERFORMANCE.  Buyer shall have performed and complied with all\nof the covenants and agreements and satisfied all conditions that it is required\nby this Agreement to perform, comply with or satisfy before the Date of Closing.\n\n     7.3  EMPLOYMENT AGREEMENTS.  The Company will have entered into Employment\nAgreements with Gordon Jones and William Harris as described in Article IX\nhereof, which agreements will have non-compete provisions and contain such other\nterms and conditions as Sellers and Buyer deem appropriate.\n\n                                  ARTICLE VIII\n                                   THE CLOSING\n\n     8.1  TIME AND PLACE.  The transfer of the Shares by Sellers to Buyer (the\n'Closing') shall take place at the offices of Parsinen Bowman Kaplan &amp; Levy,\nP.A. at 100 South Fifth Street, Suite 1100, Minneapolis, Minnesota 55402, at\n10:00 a.m. local time sixty (60) days from the execution of this document, or at\nsuch other time and place as the parties shall agree (the 'Closing Date' or the\n'Date of Closing').\n\n     8.2  COMPANY'S OBLIGATIONS AT CLOSING.  At the Closing, Company shall\ndeliver or cause to be delivered to Buyer:\n\n          (a)  Certificate representing the Shares together with appropriate\n               documents of assignment thereof.\n\n          (b)  The employment agreements described in Article IX hereof, duly\n               executed.\n\n          (c)  Such other agreements, contracts, certificates and\/or exhibits as\n               are required and\/or contemplated pursuant to this Agreement.\n\n\n                                                                              10\n\n\n\n\n          (d)  An opinion of the Company's counsel dated the Date of Closing as\n               provided for in Section 6.5.\n\n          (e)  Certified resolutions of the Company's Board of Directors and\n               Shareholders in form satisfactory to Buyer's counsel, authorizing\n               the execution and performance of this Agreement and all action to\n               be taken by the Company to effectuate the terms hereof.\n\n          (f)  The original of the Company's Minute Books.\n\n          (g)  Any and all back-up records of the Company which are not kept at\n               the Company's place of business.\n\n     8.3  BUYER'S OBLIGATION AT CLOSING.   At the Closing, Buyer shall deliver\nto the Sellers the following instruments and documents against delivery of the\nitems specified in Article 8.2.\n\n          (a)  The LRC Stock.\n\n          (b)  The LRC Options.\n\n          (c)  Certified resolutions of Buyer's Board of Directors in form\n               satisfactory to counsel for the Company, authorizing the\n               execution and performance of this Agreement and all actions to be\n               taken by the Buyer hereunder.\n\n          (d)  Such other agreements, contracts, certificates and\/or exhibits as\n               are required and\/or contemplated pursuant to this Agreement.\n\n                                   ARTICLE IX\n                              EMPLOYMENT AGREEMENT\n\n     9.1  EMPLOYMENT AGREEMENT.  As a condition to Buyer's obligations under\nthis Agreement, each of Gordon Jones and William Harris shall enter into an\nemployment agreement substantially in the form attached hereto as Exhibit 9 (the\n'Employment Agreement.)\n\n                                   ARTICLE X\n                       COMPANY'S OBLIGATIONS AFTER CLOSING\n\n     10.1      COMPANY'S INDEMNITY.  Company agrees to indemnify, defend and\nhold harmless Buyer against and in respect to all claims, demands, losses,\ncosts, expenses, obligations, liabilities, damages, recoveries and deficiencies,\nincluding interest, penalties and attorney's fees that Buyer may incur or suffer\nwhich arise, result from, or relate to any\n\n\n                                                                              11\n\n\n\n\nbreach of, or failure of Company to perform any of its representations,\nwarranties, covenants or agreements contained within this Agreement or on any\nschedule, certificate, exhibit or other instrument furnished or to be furnished\nby it under this Agreement and\/or relating to the operation of the Company's\nbusiness prior to the Date of Closing.\n\n     10.2 SELLER'S INDEMNITY.  Sellers agree to indemnify, defend and hold\nharmless Buyer against and in respect to all claims, demands, losses, costs,\nexpenses, obligations, liabilities, damages, recoveries and deficiencies,\nincluding interest, penalties and attorney's fees that Buyer may incur or suffer\nwhich arise, result from, or relate to any breach of, or failure of Sellers to\nperform any of their representations, warranties, covenants or agreements\ncontained within this Agreement or on any schedule, certificate, exhibit or\nother instrument furnished or to be furnished by them under this Agreement\nand\/or relating to the operation of the Company's business prior to the Date of\nClosing.\n\n     10.3 NOTICE OF INDEMNITY.  Buyer shall promptly notify Company and Sellers\nof the existence of any claim, demand or other matter for which indemnification\nwould apply, and shall give Company reasonable opportunity to defend the same in\nits own name with counsel of its selection; provided that Buyer shall, at all\ntimes, have the right to fully participate in the defense at its own expense.\nIf Company shall, within a reasonable time after notice, fail to defend, Buyer\nshall have the right, but not the obligation, to undertake the defense of, and\nto compromise or settle (exercising reasonable business judgment) the claims or\nother matters on behalf; for the account, and at the risk of Company.  If the\nclaim is one that cannot be, by its nature, defended solely by Company, then\nBuyer shall make available all information and assistance that Company may\nreasonably request.\n\n     10.4 COMPLIANCE WITH AGREEMENTS.  Sellers and Company agree that they will\ncomply at all times with the terms and provisions of the Employment Agreement.\n\n                                   ARTICLE XI\n                        BUYER'S OBLIGATION AFTER CLOSING\n\n     11.1 BUYER'S INDEMNITY.  Buyer shall indemnify, defend and hold harmless\nSellers against and respect of all claims, demands, losses, costs, expenses,\nobligations, liabilities, damages, recoveries and deficiencies, including\ninterest, penalties and attorney's fees that they may incur or suffer which\narise, result  from, or relate to any breach of, or failure of Buyer to perform\nany of its representations, warranties, covenants or agreements contained within\nthis Agreement or on any schedule, certificate, exhibit or other instrument\nfurnished or to be furnished by Buyer under this Agreement and\/or relating to\nthe operation of Buyer's business prior to the Date of Closing.\n\n     11.2 NOTICE OF INDEMNITY.  Sellers shall promptly notify Buyer of the\nexistence of any claim, demand or other matter for which indemnification would\napply, and shall give Buyer reasonable opportunity to defend the same in its own\nname with counsel of its selection; provided that Sellers shall, at all times,\nhave the right to fully participate in the defense at their own expense. If\nBuyer shall, within a reasonable time after notice, fail to defend, Sellers\nshall have the right, but not the obligation, to undertake\n\n\n                                                                              12\n\n\n\n\nthe defense of, and to compromise or settle (exercising reasonable business\njudgment) the claims or other matters on behalf, for the account, at the risk of\nBuyer.  If the claim is one that cannot be, by its nature, defended solely by\nBuyer, then Sellers shall make available all information and assistance that\nBuyer may reasonably request.\n\n                                   ARTICLE XII\n                                    PUBLICITY\n\n     12.1 CONFIDENTIALITY.  Selling Parties agree not to make any public\ndisclosure of the transaction contemplated by this Agreement without the advance\nconsent of Buyer.\n\n     12.2 PUBLIC ANNOUNCEMENTS.  All notices to third parties and all other\npublic announcements concerning the transaction contemplated by this Agreement\nshall be jointly planned and coordinated by and  between Buyer and the Company.\nSellers acknowledge and understand that Buyer is require under applicable\nsecurities regulations to publicly disclose the existence of this Agreement.\n\n                                  ARTICLE XIII\n                                      COSTS\n\n     13.1 FINDERS AND BROKERS FEES.  Each of the parties represents and warrants\nthat he or it has dealt with no broker or finder in connection with any of the\ntransactions contemplated by this Agreement and, insofar as each party is aware,\nno broker or other person is entitled nor is any broker or other person claiming\nany commission or finder's fees in connection with this transaction.\n\n     13.2 EXPENSE.  Each of the parties shall pay all costs and expenses\nincurred or to be incurred by it in negotiating and preparing this Agreement and\nin Closing and carrying out the transaction contemplated by this Agreement.\n\n                                   ARTICLE XIV\n                                    REMEDIES\n\n     14.1 SPECIFIC PERFORMANCE.  Each party's obligation under this Agreement is\nunique. If any party shall default in its obligations under this Agreement, the\nparties each acknowledge that it would be extremely impractical to measure the\nresulting damages; accordingly, the non-defaulting party, in addition to any\nother available rights or remedies, shall have the right to obtain, in a court\nof competent jurisdiction, specific performance of this Agreement.\n\n     14.2 WAIVER OF RESCISSION RIGHTS.  Notwithstanding any breach or default by\nany of the parties of any of their respective representations, warranties,\ncovenants or agreements under this Agreement, if the purchase and sale\ncontemplated hereby shall be consummated at the Closing, each of the parties\nwaives any rights that it or he may have to rescind this Agreement or the\ntransactions contemplated hereby; provided, however,\n\n\n                                                                              13\n\n\n\n\nthis waiver shall not affect any other rights or remedies available to the\nparties under this Agreement or under the law.\n\n     14.3 RECOVERY OF LITIGATION COSTS. If any legal action or any arbitration\nor other proceeding is brought for the enforcement of this Agreement or because\nof an alleged dispute breach, default or misrepresentation in connection with\nany of the provisions of this Agreement, the successful or prevailing party or\nparties shall be entitled to recover reasonable attorneys fees and other costs\nincurred in that action or proceeding, in addition to any other relief to which\nit or they maybe entitled.\n\n     14.4 DEFAULTS PERMITTING TERMINATION.  If either Buyer or Selling Parties \nmaterially default in the due and timely performance of any of their respective \nwarranties, covenants or agreements under this Agreement, the non-defaulting \nparty or parties may not later than five days prior to the Closing Date, give \nnotice of termination of this Agreement (unless the default shall occur after \nsuch date, in which case the  notice shall be furnished as soon as practicable \nthereafter), in the manner provided in Section 16.6. The notice shall specify \nwith particularity the default or defaults on which the notice is based.  The \ntermination shall be effective on the Closing Date, unless the specified default\nor defaults have been cured on or before the Closing Date.\n\n\n                                   ARTICLE XV\n                                  MISCELLANEOUS\n\n     15.1 EFFECT OF HEADINGS.  The subject headings of the paragraphs and\nsubparagraphs of this Agreement are included for purposes of convenience only,\nand shall not affect the construction or interpretation of any of its\nprovisions.\n\n     15.2 ENTIRE AGREEMENT: MODIFICATION: WAIVER.  This Agreement constitutes\nthe entire agreement between the parties pertaining to the subject matter\ncontained in it and supersedes all prior and contemporaneous agreements,\nrepresentations and understandings of the parties and their agents and\nrepresentatives.  No supplement, modification or amendment of this agreement\nshall be binding unless executed in writing by all the parties. No waiver of any\nof the provisions of this Agreement shall be deemed, or shall constitute, a\nwaiver of any other provision, whether or not similar, nor shall any waiver\nconstitute a continuing waiver.  No waiver shall be binding unless executed in\nwriting by the party making the waiver.  The Letter of Intent executed by and\nbetween the Company and agents of Buyer shall merge into this Agreement and\nshall not survive the execution hereof.  All of the terms of such Letter of\nIntent shall be extinguished by execution of this Agreement.\n\n     5.3  COUNTERPARTS.  This Agreement may be executed simultaneously in one or\nmore counterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n     15.4 PARTIES IN INTEREST.  Nothing in this Agreement, whether express or\nimplied, is intended to confer any rights or remedies under or by reason of this\nAgreement\n\n\n                                                                              14\n\n\n\n\non any persons other than the parties to it and their respective successors and\nassigns, nor is anything in this Agreement intended to relieve or discharge the\nobligation or liability of any third persons to any part to this Agreement, nor\nshall any provision give any third persons any right of subrogation or action\nover against any party to this Agreement.\n\n     15.5 SURVIVAL OF REPRESENTATIONS.  The Closing of this transaction will not\nextinguish any of the representations, warranties, covenants and\/or agreements\nof the parties contained in this Agreement, or in any instrument, certificate,\nopinion or other writing provided for herein and such representations,\nwarranties, covenants and\/or agreements of the parties shall not be merged into\nthe Warranty Deed.\n\n     15.6 NOTICES.  All notices, requests, demands and other communications\nunder this Agreement shall be in writing and shall be deemed to have been duly\ngiven on the date of service if served personally on the party to whom notice is\nto be given, or on the second day after mailing if mailed to the party to whom\nnotice is to be given, by first class mail, registered or certified, postage\nprepaid, and properly addressed as follows:\n\n\n          To the Company at:       2825 Eastlake Avenue East\n                                   Suite 205\n                                   Seattle, WA 98102\n\n          With a copy to:          William Harris\n                                   11251 Arroyo Beach Place SW\n                                   Seattle, WA 98146\n\n          To Buyer at:             Legal Research Center, Inc.\n                                   700 Midland Square\n                                   331 Second Avenue South\n                                   Minneapolis, MN 55401\n\n          With a copy to:          John C. Levy, Esq.\n                                   Parsinen Bowman Kaplan &amp; Levy P.A.\n                                   100 South Fifth Street\n                                   Suite 1100\n                                   Minneapolis, MN 55402\n\nAny party may change its address for purposes of this paragraph by giving the\nother parties written notice of the new address in the manner set forth above.\n\n     15.7 GOVERNING LAW.  This Agreement shall be construed in accordance with\nand governed by the substantive laws of the State of Washington.\n\n\n                                                                              15\n\n\n\n\n     IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on\nthe day and year first above written.\n\n\nBUYER:\n\nLEGAL RESEARCH CENTER, INC.,\na Minnesota corporation\n\n\n\/s\/ Christopher Ljungkull\n- ------------------------------\nBy:  Christopher Ljungkull\nIts: CEO\n\n\nTHE COMPANY:\n\nTHE LAW OFFICE, INC.,\na Washington corporation\n\n\n\n\/s\/ Christopher Ljungkull\n- ------------------------------\nChristopher Ljungkull\n\n\n\n\/s\/ Gordon Jones\n- ------------------------------\nGordon Jones\n\n\n\n\/s\/ William Harris\n- ------------------------------\nWilliam Harris\n\n\n\nSELLERS:\n\n\n\n\n\/s\/ Gordon Jones\n- ------------------------------\nGordon Jones\n\n\n\n\/s\/ William Harris\n- ------------------------------\nWilliam Harris\n\n\n                                                                              16\n\n\n\n\n\/s\/ Lorie Harris\n- ------------------------------\nLorie Harris\n\n\n\n\/s\/ Sydney S. Jones\n- ------------------------------\nSydney S. Jones\n\n\n                                                                              17\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8037],"corporate_contracts_industries":[9504],"corporate_contracts_types":[9622,9627],"class_list":["post-43689","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-legal-research-center-inc","corporate_contracts_industries-services__legal","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43689","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43689"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43689"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43689"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43689"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}